The following words when used in these by-laws, unless a different meaning or intent clearly appears from the context, shall have the following meanings:
(a) “Association” shall mean and refer to HOLIDAY PARK HOME OWNERS ASSOCIATION, a Texas non-profit corporation.
(b) “Articles” shall mean and refer to the Articles of Incorporation of the Association, and any Amendments thereto.
(c) “Properties” shall mean and refer to the land and premises to be known as HOLIDAY PARK SUBDIVISION, an addition to the City of Dallas, State of Texas (the said subdivision being described by metes and bounds on Exhibit A attached to the Articles) and such additions thereto as may hereafter be brought within the jurisdiction of this Association by annexation as provided in the Declaration (as hereinafter defined).
(d) “Declaration” shall mean and refer to that certain Declaration of Covenants and Restrictions applicable to the Properties and recorded in Volume 69080 Page 1135 of the Deed Records of Dallas County, Texas, and a certain Amended Declaration of Covenants and Restrictions applicable to the Properties and recorded in Volume 70028 Page 1619 of the Deed Records of Dallas County, Texas, and as the same may be amended or supplemented from time to time as therein provided.
(e) “Common Properties” shall mean and refer to those areas of land designated as “Common Properties” on the map of said Subdivision recorded Volume 68042 Page 1600, Map Records of Dallas County, Texas.
(f) “Lot” shall mean and refer to any plot or tract of land shown upon any recorded subdivision map of the Properties, together with any and all improvements that are now or may hereafter be constructed thereon, with the exception of Common Properties and other areas reserved by the developer on such recorded plat of the Properties.
(g) “Owner” shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any Lot situated upon the Properties but, notwithstanding any applicable theory of the mortgage or other security device, shall not mean or refer to any mortgagee or trustee under a deed of trust unless and until such mortgagee or trustee has acquired title pursuant to foreclosure or any proceeding in lieu of foreclosure.
(h) “Member” shall mean and refer to each Owner as provided herein in Article III.
(i) “Declarant” shall mean and refer to Raldon Corporation, its successors, and a fly assignee who shall receive by assignment from the Declarant all, or a portion, of its rights under the Declaration as such Declarant, by an instrument expressly assigning such rights as Declarant to such assignee.
Section 1. The registered office of the Association is located in the City of Dallas, County of Dallas, of Texas.
Section 2. The Association may also have offices at such other places, within and without the State of Texas, as the board of directors may from time to time determine or as the business of the Association may require.
Section 1. Membership. Every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject by covenants of record to assessment by the Association, shall be a Member of the Association. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. No Owner shall have more than one membership. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment by the Association. Ownership of such Lot shall be the sole qualification for membership.
Section 2. Suspension of Membership. During any period in which a Member shall be in default in the payment of any annual or special assessment levied by the Association, the voting rights and right to use of the recreational facilities of such Member may be suspended by the board of directors until such assessment has been paid Such rights of a Member may also be suspended after notice and hearing, for a period not to exceed thirty (30) days, for violation of any rules and regulations established by the board of directors governing the use of the Common Properties and facilities.
PROPERTY RIGHTS: RIGHTS OF ENJOYMENT
Section 1. Each Member shall be entitled to the use and enjoyment of the Common Properties and facilities as provided in the Declaration. Any Member may delegate his rights of enjoyment of the Common Properties and facilities to the members of his family, his tenants or contract purchasers, who reside on his Lot. Such Member shall notify the secretary in writing of the name of any such delegee. The rights and privileges of such delegee are subject to suspension to the same extent as those of the Member.
Section 2. Irrespective of the fact that Section 3 of Article IV of the Declaration gives the Association the right to charge reasonable admission and other fees for the use of any recreational facilities situated upon the Common Properties, this right shall not be exercised as to Members for a period of five years from the date of the recordation of the Declaration, and after this period, only upon written approval of two-thirds (2/3) of the entire Class A Membership.
BOARD OF DIRECTORS: SELECTION:
TERM OF OFFICE:
Section 1. Number. The affairs of this Association shall be managed by a Board of eight (8) directors, who need not be Members of the Association. These directors are selected as described in Section 2 of this Article. The number of directors may be increased to nine (9) directors by Amendment of the by-laws by the Members pursuant to Section 1 of Article XV.
Section 2. Election. At each annual meeting, the Members shall elect four (4) directors to serve for a term of two (2) years. These will alternately be chosen from the four circles fronting on Arapaho and from the four fronting on La Bolsa, beginning in 1974 with Arapaho. La Bolsa directors will be elected in 1974 but will serve for only a one year term, to be replaced in 1975 by two year terms.
Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the Members of the circle represented by the director, or by a majority vote of the Board of Directors. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 4. Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.
MEETING OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the saline time on the next day which is not a legal holiday.
Section 2. Special Meetings. Special meetings of the board of directors shall be held when called by the president of the Association, or by any two directors, after not less than three (3) days written notice delivered to each director.
Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for election to the board of directors shall be made by a Nominating Committee Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a chairman, and two or more Members of the Association. The Nominating Committee shall be appointed by the board of directors prior to each annual meeting of the Members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the board of directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among Members or non-members.
Section 2. Election. Election to the board of directors shall be by secret written ballot. At such election the Members or their proxies may cast, in respect to each vacancy as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. Subject to the provisions of Section 3 of this Article VIII, the board of directors shall have power to:
(a) adopt and publish rules and regulations governing the use of the Common Properties and facilities, and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof;
(b) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles, or the Declaration;
(c) declare the position of a Member of the board of directors to be vacant in the event such Member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and
(d) employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.
Section 2. Duties. It shall be the duty of the board of directors to:
(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members or at any special meeting, when such statement is requested in writing by one-fourth (1/4) of the Class A Members who are entitled to vote;
(b) supervise all officers, agents and employees of this Association, and to see that their duties are properly performed:
(c) as more fully provided herein, and in the Declaration, to:
(i) fix the amount of the annual assessment against each Lot in advance of each annual assessment period, as provided in Article V of the Declaration, and
(ii) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period;
(d) issue, or to cause an appropriate officer to issue upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment
(e) procure and maintain adequate liability and hazard insurance on property owned by the Association;
(f) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; an
(g) cause the Common Properties to be maintained (except as otherwise provided in the Declaration).
(h) Supervise the making of capital improvements, as defined in Section 3 of this Article VIII, to insure that the said capital improvements are made in accordance with the design specifications, and location thereof as approved by the members, and approve and accept by formal action completion of such. capital improvements after inspection thereof.
Section 3. Limitation upon the powers. The board of directors shall not incur, obligate or pay any expenses with assets of the Association, for the purpose of making capital improvements to Common Properties, unless the board has obtained prior approval thereof by a majority of the members entitled to vote at any annual meeting or at any special meeting validly called for the purpose of acting thereon.
For the purpose of this Section 3, “Capital improvements” shall mean generally the expansion or improvement of existing properties not in the ordinary course of business.
“Capital improvements” includes, but is not limited to:
(1) constructing or erecting buildings, structures, recreational facilities, or similar objects;
(2) altering the landscape, including the addition or removal of fences, walkways, lights, trees, shrubs, rocks, or other decorative landscape materials; and
(3) expanding capital improvements, whenever made.
“Capital improvements” shall not include the expenditure of funds for the purpose of routine operations and for the purpose of maintaining and repairing existing facilities and grounds in a safe condition and in good working order.
Section 1. The board of directors shall appoint an Architectural Control Committee, as provided in the Declaration, and a Nominating Committee, as provided in these By-Laws. In addition, the board of directors shall appoint other committees as deemed appropriate in carrying out its purposes, such as:
(a) A Recreation Committee which shall advise the board of directors on all matters pertaining to the recreational program and activities of the Association and shall perform such other functions as the Board, in its discretion determines;
(b) A Maintenance Committee which shall advise the board of directors on all matters pertaining to the maintenance repair or improvement of the Properties, and shall perform such other functions as the Board in its discretion determine
(c) A Publicity Committee which shall inform the Members of all activities and functions of the Association, and shall after consulting with the board of directors, make such public releases and announcements as are in the best interest of the Association; and
(d) An Audit Committee which shall supervise the annual audit of the Association’s books and approve the annual budget and statement of income and expenditures to be presented to the membership at its regular annual meeting, as provided in Article XI, Section 8. The Treasurer shall be an ex officio member of the Committee.
Section 2. It shall be the duty of each committee to receive complaints from Members on any matter involving Association functions, duties, and activities within its field or responsibility. It shall dispose of such complaints as it deems appropriate or refer them to such other committee, director or officer of the Association as is further concerned with the matter presented.
MEETINGS OF MEMBERS
Section 1. Meetings of the Members for the election of directors shall be held at the offices of the Association in the City of Dallas, State of Texas, or at such other location within the City of Dallas, State of Texas, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Meetings of Members for any purpose may be held at such place, within or without the State of Texas, and at such time as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. Annual meetings shall be held on the first Tuesday of December if not a legal holiday, and if a legal holiday, then on the next secular day following at 7:30 p.m., at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.
Section 3. Special Meetings. Special meetings of the Members may be called by the president, the board of director and shall be called by the secretary upon written request of Members entitled to cast one-fourth (1/4) of all of the votes of the entire membership or who are entitled to cast one-fourth of the Class A membership.
Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the day of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or person calling the meeting, to each Member entitled to vote at such meeting.
Section 5. Purpose. Business transacted at any special meeting shall be confined to the purposes stated in the notice thereof.
Section 6. The presence at any meeting of Members entitled to cast one-tenth (1/10) of the votes of each class of membership, represented in person or by proxy, shall constitute a quorum at meetings of Members except as otherwise provided in the Declaration or the Articles. If, however, a quorum shall not be present or represented at any meeting of the Members the Members present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.
Section 7. Majority Vote. The vote of Members entitled to cast a majority of the votes thus represented at a meeting at which a quorum is present shall be the act of the Members meeting, unless the vote of a greater number is required by law, the Declaration or the Articles.
Section 8. Voting Rights. Each Member may cast as many votes as he is entitled to exercise under the terms and provisions of the Articles on each matter submitted to a vote at a meeting of Members, except to the extent that the voting rights of any Member have been suspended in accordance with these By-Laws. At each election for directors every Member entitled to vote at such election shall have the right to cast as many votes as he is entitled to exercise under the terms and provisions of the Articles, in person or by proxy, for as many persons as there are directors to be elected and for whose election he has a right to vote, and Members of the Association are expressly prohibited from cumulating their votes in any election for directors of the Association.
Section 9. Proxies. A Member may vote in person or by proxy executed in writing by the Member or by his duly authorized attorney in fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and in no event shall it remain irrevocable for a period of more than eleven (11) months from the date of its execution.
Section 10. List of Members. The officer or agent having charge of the corporate books shall make, at least ten (10) days before each meeting of Members, a complete list of the Members entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the Association and shall be subject to inspection by a Member at any time during the usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Member during the whole time of the meeting.
Section 11. Action without Meeting. Any action required by the statutes to be taken at a meeting of the Members or any action which may be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject-matter thereof, and such consent shall have the same force and effect as a unanimous vote of Members.
Section 12. Conflict. Any conflict between one or more provisions of these By-laws and one or more provisions of the Articles shall be resolved in favor of the provisions set forth in the Articles.
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Offices. The officers of this Association shall be a president and a vice president, who shall at all times be members of the board of directors, a secretary, and a treasurer, and such other officers as the Board may from time to time by resolution create.
Section 2. Election of Officers. The election of officers shall take a place at the first meeting of the board of directors following each annual meeting of the Members.
Section 3. Term. The officers of this Association be elected annually by the Board and each shall hold for one (1) year unless he shall sooner resign or be removed, or otherwise disqualified to serve. Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled in the manner prescribed for regular election. The officer elected to such vacancy shall serve for the remainder of the term of the officer he replaces.
Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.
Section 8. Duties. The duties of the officers are as follows:
(a) The president shall preside at all meetings of the board of directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes.
(b) The vice president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
(c) The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the Members; keep appropriate current records showing the Members of the Association together with their addresses, and shall perform such other duties as required by the Board.
(d) The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution of the board of directors; shall sign all checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare (i) an annual budget and
(ii) a statement of income and expenditures, to be presented to the membership at its regular annual meeting, a copy of each of which shall be made available to each Member upon request.
The rights of membership in the Association are subject to the payment of annual and special assessments levied by the Association, the obligation of which assessments is imposed against the Owner of and becomes a lien upon each Lot against which such assessments are made as provided in Article V of the Declaration, which is incorporated herein by reference and made a part hereof for all purposes.
BOOKS AND RECORDS
The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any Member. The Declaration, the Articles and the By-Laws of the Association shall be available for inspection by any Member at the principal office of the Association, where copies may be purchased at reasonable cost.
The corporate seal shall have inscribed thereon the name of the Association, the year of its organization and the words “Corporate Seal, State of Texas.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
Section 1. These By-Laws may be amended, at a regular or special meeting of the Members, by a vote of a majority of a quorum of Members present in person or by proxy, except that the Federal Housing Administration or the Veterans Administration shall have the right to veto amendments while there is Class B membership.
Section 2. In the case of any conflict between the Articles and these By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-laws, the Declaration shall control.
The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year.